


On sleepless roads the sleepless go

by frostysunflowers



Series: Irondad Bingo [11]
Category: Iron Man (Movies), Marvel Cinematic Universe, Spider-Man (Tom Holland Movies), The Avengers (Marvel Movies)
Genre: Bonding, Emotional Hurt/Comfort, Gen, Insomnia, Light Angst, Peter Parker Needs a Hug, Precious Peter Parker, Sleepy Peter Parker, Tony Stark Acting as Peter Parker's Parental Figure, Tony Stark Has A Heart, but also not so sleepy Peter Parker, don't worry guys Tony's got this
Language: English
Status: Completed
Published: 2020-02-15
Updated: 2020-02-15
Packaged: 2021-02-27 20:13:43
Rating: Teen And Up Audiences
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 10,087
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/22671580
Author URL: https://archiveofourown.org/users/frostysunflowers/pseuds/frostysunflowers
Summary: "So let’s address the sleep deprived elephant in the room," Tony says conversationally. "What’s going on, kid?""Nothing," Peter says, quickly shoving an entire strip of bacon into his mouth as a show of alertness. "M’fine!""God, Tony, he’s even worse than you," Rhodey snorts.Peter grins at the comment, as does Tony, and they share a chuckle while Rhodey groans in playful dismay."Deny it all you want, kiddo," Tony twirls his fork close to Peter’s face, "the craters beneath your eyes are giving away all your secrets."orPeter and sleep have been avoiding each other lately. Enter Tony Stark, the man with many plans.
Relationships: May Parker (Spider-Man) & Peter Parker, Peter Parker & Tony Stark
Series: Irondad Bingo [11]
Series URL: https://archiveofourown.org/series/1444564
Comments: 63
Kudos: 665





	On sleepless roads the sleepless go

**Author's Note:**

  * For [fourdaysofrain](https://archiveofourown.org/users/fourdaysofrain/gifts).



> Happy Valentine's Day, Art! You're just such a sweetheart of a person, so I really hope you enjoy this <3
> 
> This also fills my irondad bingoooo prompt for the sleepy square, so a double win! And a thank you to blondsak and hailingstars for listening to me ramble, sharing ideas and helping me out with this one <3

  
  


_04:45_ glares tauntingly at Peter from the clock on the nightstand, vivid and red in the darkness of his room. He’s been checking it periodically, watching the minutes click by with an almost apathetic fascination since he fell into bed just after eleven, wide awake but determined to give himself the best chance of getting some sleep. 

It’s not like he hasn’t had _any,_ though the short bursts that he’d managed to snatch throughout biology and chemistry while using Ned’s shoulder as a pillow have done nothing to chip away at the shroud of utter weariness that has been covering him for weeks now. 

He’s hardly a stranger to the odd sense of contemplation that seems to only exist between the midnight hour and the crack of dawn. Spider-Man is one for keeping unconventional hours here and there, much to May and Tony’s chagrin, and Peter’s lost count of the amount of times he’s seen the sun throw its first rays across the city skyline. The tide of existential thoughts will pass over him slowly in those moments, casting him adrift on a sea of speculations and dreams that thrill and terrify, along with the inevitable sweep of memories that leave him with a sharp pressure in the pit of his chest and a cavern of emptiness in his stomach. 

That’s the thing about tiredness - it paves the way to feeling exposed and vulnerable to all the things that sleep usually does a good job of keeping away. 

Peter groans as he rolls onto his stomach, then onto his side, then onto his front, willing himself to not look at the clock and see the time glowing back at him, unfair and uncaring of his plight. He looks over towards the window, thrown open to let in the warm air and white noise of the city, and huffs out an irritated sigh, completely unable to see anything of interest from this angle. 

He could read a book, watch something on his phone or even make a start on the mountain of homework he’d come home with, but the muzzy lethargy swirling around inside his head keeps him where he is, drifting between staring blankly into space or daydreaming about nothing in particular. 

So when there’s a loud, metallic bang of something landing outside on the fire escape, Peter assumes he’s imagining it.

Until Iron Man sticks his head through the window. 

"What the fu - " Peter squawks, scrambling sideways in surprise, blankets tangling around him while his heart slams fiercely into his ribs. "Mister Stark?!" he wheezes, flicking on the bedside light. 

"Hey, kid. Rough night?"

"What? Yeah, I mean, no!" Peter kicks the blankets aside and hops to his feet, tugging awkwardly on the hem of his tatty t-shirt that has a faded Captain America shield on it. "Just, uh, w-what are you doing here?"

"Was in the neighbourhood," Tony says as he clambers into the room with a surprising amount of grace, "and happened to realise that the metaphorical light was on in your window."

Tony points and Peter glances down at where his watch, the one Tony had made especially for him, loops around his left wrist. 

"Oh, man," Peter groans, flopping backwards onto the bed, mattress bouncing with a squeak. "I’m pretty sure that’s an invasion of privacy, you know."

"Not my fault you forgot to take it off," Tony says, voice more his own now as the mask retracts. "Let’s just be grateful you weren’t getting up to any other nocturnal teenage shenanigans and say no more."

Peter muffles a distressed little yelp into his hands, peering over his fingers to watch Tony perch beside him. 

Tony wrinkles his nose at Peter’s shirt. "You hungry?"

"Uhh...what?"

"It’s a simple question, kiddo."

"I...I don’t - I mean, yeah, I could eat?"

"Great!" Tony claps his hands together with a clank. "Grab your shoes."

Peter blinks at him and remains exactly where he is. Tony stares right back, one eyebrow raised expectantly. 

"Can we hurry it up?" a voice hisses from outside. "There’s a stack of pancakes with my name on it - " War Machine’s face appears in the window, " - and you’re buying, Tones."

Peter laughs, a hysterical burst of noise. "Am - Am I dreaming? Is this a dream?" he asks. 

"If it were a dream, you’d be wearing a different shirt," Tony says, prodding him in the ribs. "Let’s hustle, kid. The best pancakes in New York wait for no man or spider-child."

Peter, still somewhat in a bewildered daze, manages to pull on a pair of sneakers along with a faded, oversized hoodie, one borrowed from Tony’s own wardrobe that says _NASA Kennedy Space Centre 1985_ on the front. Rhodey’s outraged cry of "Goddamnit, Tony, I knew you stole it!" quickly alerts him to the real owner. His mortified splutters and attempts to yank the hoodie off send Tony and Rhodey into a ridiculous bickering match, and it’s all Peter can do to tuck the hood over his head and hold on tight while Tony zooms through the air, the lights of the city glinting off the red and gold of his suit like solar flares against the predawn sky. 

Soon enough, the suits are parked outside and the three of them are tucked into a window booth inside a dawn-lit diner that Peter has passed many times in his life - Uncle Calo’s - with three milkshakes sitting on the table and a large breakfast order being prepared in the kitchen. 

"Okay but, like, banana is the best milkshake flavour, hands down, no contest."

"Who taught you such a disgraceful thing?" Tony plucks the straw out of his own chocolate shake and points it at Peter. "It’s low ranking on any milkshake flavour scale."

"Do you even hear yourself right now?" Rhodey says as he licks a smear of pink bubbles away from his lips. "The guy who I’ve seen drink motor oil throwing shade over a milkshake flavour?

"Throwing shade?" Tony mocks with a laugh.

"Oh, for the love of - "

"You drank motor oil?" Peter asks, wrinkling his nose in disgust. 

Tony shrugs nonchalantly as he chews on his straw. "Dum-E was still learning, okay? Mixed it up with coffee, poured it into my mug, I took a sip and far too many years later, I’m being made to suffer for my actions."

Something clicks in Peter’s head and he laughs. "So that’s the reason for the ‘no drinking whatever Dum-E gives you’ rule in the lab? ‘Cause you never told him he got it wrong."

"Oh, he told him," Rhodey chuckles. "Dum-E just doesn’t listen. Wonder where he gets _that_ from."

There’s an undeniably fond smile on Tony’s face that Peter can’t look away from. It’s one of the rarer Tony smiles, the kind that reaches the corners of his eyes and makes them wrinkle like tissue paper. It turns something inside Peter warm and soothing and he feels his shoulders unclench a little, loosening muscles that he didn’t even realise he was tensing. 

Uncle Calo himself, an impossibly tall man with a deep laugh, appears by the side of their table and presents three towering stacks of pancakes with such a flourish, it’s a wonder the plates don’t fly out of the window. 

"Enjoy, my friends!" he gushes in an overly exaggerated accent, far too joyful for such a ridiculous time of morning, and strides away to pour more coffee for what looks like an exhausted student dozing on top of a bunch of books at the counter. 

Peter eyes the mountain of pancakes with wide eyes. There’s syrup drizzled all over and streaks of crispy bacon with a scattering of blueberries here and there. A quick glance at the Elvis Presley clock on the wall tells him that it’s now half five in the morning. 

It’s half five in the morning, he’s functioning on less than an hour of sleep and he’s eating pancakes and drinking milkshakes with Tony Stark and James Rhodes. 

A blueberry bounces off his nose. 

"Stop thinking and eat, kid."

Peter does as he’s told, spearing one deliciously gooey forkful after another, listening quietly as Tony and Rhodey trade teasing barbs in what is clearly a post mission tradition for the two of them, familiar and comfortable. 

_‘Sherry, Sherry baaabbyyy,’_ sings out from the gaudy jukebox in the corner and the growing rush of commuters outside on the street is oddly hypnotic, holding Peter’s attention long enough for his eyes to droop a little. 

He’s used to this feeling though, how misleading and unfairly taunting it is, and a buzz of alertness zips through him just as his head starts to drop to the side. His fork clatters against the plate, pausing Tony and Rhodey’s bickering and drawing their attention fully onto him. 

"So let’s address the sleep deprived elephant in the room," Tony says conversationally. "What’s going on, Pete?"

"Nothing," Peter says, quickly shoving an entire strip of bacon into his mouth as a show of alertness. "M’fine!"

"God, Tony, he’s even worse than you," Rhodey snorts. 

Peter grins at the comment, as does Tony, and they share a chuckle while Rhodey groans in playful dismay. 

"Deny it all you want, kiddo," Tony twirls his fork close to Peter’s face, "the craters beneath your eyes are giving away all your secrets."

It’s not an insult or a dig, but Peter can’t help shrinking in his seat a little, one thumb reaching up to brush against the shadows, the deepness of them almost physical beneath his touch. 

"Luckily for you," Tony carries on, "I’m an expert in avoiding sleep and therefore know all the tricks to actually getting it."

"Yeah, ‘cause I taught them to you, jackass," Rhodey says. "You’d have crashed and burned hard from sleep deprivation a hundred times over if it weren’t for me."

"Yeah, yeah, you’re amazing, we get it," Tony waves him off. "Point is, Pete, you can’t keep this up forever so it’s time to be proactive."

"I’ve tried everything," Peter sighs, head falling into his palm. "Early nights, meditation, not using anything electrical before bed. I even started using May’s lavender shower gel, which smells gross by the way," he says with a grimace. 

Tony is looking at him thoughtfully, a searching gaze of careful concern, wordless understanding in his eyes which glint brightly in the glow of pale red light coming from the neon _Open!_ sign in the window. It adds a layer of intensity to his expression that tells Peter he has nowhere to run from this situation. 

Peter knows that May’s been worried too. He’d spotted a couple of pamphlets sticking out of her handbag a few nights ago, titles like _Insomnia: All You Need To Know_ and _Is Stress Affecting Your Sleep?_ making his stomach twist in guilty knots. 

It’s not like he doesn’t get _any_ sleep, but Peter knows to use such an argument for a means of defense will sink faster than the Titanic, especially when it’s clear to him now that Tony and May have been discussing things without his knowledge. 

"I really have tried, Mister Stark," he eventually shrugs, too tired to feel irritated by the realisation, "but nothing works."

"When did you become such a defeatist, huh? Besides, you’re working with me now," Tony gestures to himself while Rhodey rolls his eyes, "and you know I always get results."

* * *

"We’re going where?" Peter asks a week later as he pulls on his seatbelt with a yawn.

"Camping, Underoos," Tony says cheerily, giving him a wide grin. "Tents, sleeping bags, the works."

Peter ducks his head to look out of the car at the grey skies above. "Uh, didn’t they forecast rain for tonight?"

"Sure did."

Tony offers no further explanation and it’s a quiet but pleasant drive out of the city, the bustling streets and looming buildings falling away and winding roads lined by tall trees taking their place. 

Peter gazes out at the scenery with fascination, opening the window to breathe in the scent of pine and wildflowers. It’s so different to the smells of the city and he leaves the window fully open until they eventually turn off onto a dirt track that leads them to a large, shabby looking cabin sitting serenely by a sprawling lake. 

"What is this place?" Peter asks as he scrambles out of the car, looking around in awe. "Is this yours, Mister Stark?"

"Just a little something I purchased in a flight of fancy after the whole Ultron debacle," Tony explains, expression unreadable as he comes to stand beside Peter. "Bit of a fixer upper, as you can see."

"Do you think you ever will?"

"Me? Living in the woods?" The snort Tony gives is half-hearted, and suddenly Peter has an image of him standing on the threshold of the cabin steps, cup of coffee in hand and a peaceful look on his face. It’s a warming thought, one Peter wishes he’ll get a chance to see become a reality. 

"I can see it."

Tony looks at him, a curious quirk to the corner of his mouth, and then gives Peter’s hair a playful ruffle. 

"C’mon, bud," he says, walking over to the trunk and popping it open to reveal the mess of objects inside. ‘We’ve got camping to do."

It takes them far longer than it should to put up the tent. It’s way larger than they need, made to sleep at least six people, and they somehow find themselves in a muddle with the poles, poking and prodding at each other as they manhandle everything into place. Peter rolls out the foam mats and the sleeping bags while Tony sets up a battery powered lantern to hang directly above their heads. Some pillows, a few extra blankets and one of Tony’s tablets propped up in the middle of the floor completes the process, giving the tent a cosy feel. 

They settle themselves outside on two fold out chairs around a small fire, the flames bright and inviting against the backdrop of the darkening day. Tony pours out two mugfuls of homemade tomato soup, courtesy of Bruce, from a thermos and hands Peter a package of sandwiches. Peter immediately makes quick work of them as he watches heavy, black clouds slowly roll in over the lake. 

"You ever been camping before, kid?" Tony asks, clearly unbothered by the approaching rain.

"Once with Ned’s family," Peter says around a mouthful of ham and cheese. "Our tent fell down during the night and Ned’s sister and her friend got busted by Mister Leeds for smoking a joi — uh," he smiles sheepishly at Tony’s raised eyebrow, "for doing something in the woods."

"Yeah, ‘cause _that_ sounds way better," Tony chuckles gleefully. "You can say the word joint around me, Pete. I promise it won’t wreck your wholesomeness."

"Shut up," Peter snorts, taking another bite of his sandwich. 

"Helps some people sleep, you know," Tony says after a moment. "Bruce swears by it."

Peter chokes, coughing out a spray of crumbs. "Doctor Banner smokes pot?"

"Not _all_ the time. Just whenever he feels like he’s sailing a bit too close to jolly green town." Tony takes a sip of soup and then looks down into the mug with an amused grin. "Turns him into a huge marshmallow. Pretty sure it would take the jaws of life to pry Thor out of one of those hugs."

Peter tries to imagine a drowsy, dopey Bruce snuggling up to Thor on the couch, and it looks hilarious no matter which way he pictures it. He meets Tony’s mirthful gaze and shakes his head with a grin. "That’s, uh...wow."

"It’s an option," Tony suggests. "Don’t give me that look, kid," he adds when Peter blinks wide eyes at him. "I’m just saying, if you ever want to try such things, better to do it in a safe environment." He peers thoughtfully at Peter. "With that metabolism of yours, it’d probably take a fair amount to have any effect." 

"Are we seriously talking about me smoking pot?"

Tony shrugs and slurps more soup, the teasing sparkle in his eyes bright over the rim of his mug. "I don’t know, are we?"

"No!" Peter splutters with a laugh. "No, I don’t - okay, like once, me and Ned _thought_ about maybe - uh, I mean...no?"

"Steady on the no train there, Underoos. Like I said, _should_ you ever consider it, come to me first, yeah? No need for you to waste time hotboxing with a bunch of high schoolers when you could be getting safely blissed out on the good stuff with Bruce Banner."

The surrealness of the conversation, the fact that he knows Tony is being completely serious, makes Peter’s stomach churn a little. Being offered a free pass is one thing, especially when it’s from Tony, but to have it offered with the tentative intention of helping him sleep is something else. He doesn’t like to think of Tony worrying about him like that, despite the part of him that gobbles up the feeling of being cared for with all the ravenous hunger of a starving man. 

He just...wishes he wasn’t so _tired._

"Sooo," Tony says, "you asked that scary friend of yours out yet?"

"Oh my god," Peter groans, but he meets Tony’s grin with a genuine, if slightly exasperated smile. 

The sky is very dark now, nothing but one, huge black cloud. The two of them stare up at it in anticipation, the air thick with the suspense, and Peter laughs at the excitement he feels over something so mundane. Tony is laughing too, but it quickly turns into a loud shout as the heavens open to unleash a torrent of rain upon them. 

"There’s supposed to be a warning drip!" Tony exclaims as they abandon their mugs of soup and dive into the entrance of the tent, shucking their shoes and sodden jackets and scrambling inside, managing to only get a small part of the tent wet as they shimmy into thick sweatpants and hoodies. 

"Movie?" Tony pulls out his tablet from a bag and turns it on. "What are we feeling? Please don’t say Star Wars. Or refer to any movies from the eighties as old."

"Uh…you pick."

It’s only when they’re up to the sick Triceratops scene in Jurassic Park that Peter realises why Tony wanted to go camping even when the forecast predicted bad weather. With the rapid drumbeat of the rain outside the tent, the cosy nest of blankets, pillows and his thick sleeping bag covering him from almost head to toe and the soft light from the lantern, it’s the perfect combination for lulling him to sleep. 

Peter glances over at where Tony is snuggled up in his own mini blanket mountain, face bathed in a slightly blue aura from his phone, looking as far away from the public image he projects day after day with his tousled hair and oversized MIT hoodie that probably belongs to Rhodey. 

None of it is enough to make Peter feel sleepy, but it’s soothing and comforting and helps to unknot some of the tension in his body. He sinks further into his pillows with a sigh, catching a glimpse of a satisfied smirk on Tony’s face as he does so. 

He isn’t quite sure if he drifts off or not, because the next thing he knows, the T-Rex is crashing through the roof of the Jurassic Park jeep and there’s an earth-trembling boom from outside. 

Peter’s frantic attempt to untangle himself is thwarted by Tony yanking him close and wrapping an arm around him protectively just as the tent door opens. 

"My friends!" Thor cries jubilantly as he crouches down to peer at them. "I’m glad I found you!"

"You better not have left gigantic scorch marks on my land, Point Break," Tony grumbles as he sinks back into the pillows in relief, half pulling Peter down with him. "The hell are you doing here anyway?"

"Your fair lady Pepper told me you were camping and I wish to join you."

Thor moves further into the tent, leaving his shoes and hammer by the entrance, and flops down beside Tony with a damp thud. "Oh, is this that movie you told me about?" he asks Peter with a grin. "The one with the fearsome creatures that want to eat everyone? He’s rather puny, isn’t he?" he chuckles as the T-Rex roars on the small screen. 

Peter snorts and buries himself back into his sleeping bag, wide awake once again. Tony gives his hair a quick scratch, a silent apology, and Peter butts his hand in response, not minding too much as he listens to Thor excitedly narrate the events of the movie over the sound of the rain. 

* * *

Peter returns home from patrol a few days later to find most of his living room gone, lost beneath a sea of blankets and sheets tied together in a lopsided canopy. 

"Uh...May?"

A loud rustling and the shaking of a few sheets preludes May’s face poking out from a gap to his left. She smiles warmly at him and beckons him over. Peter obediently follows, ducking down a little to step inside, and feels a sharp tug somewhere in his chest at the sight of the couch sitting beneath a projected sea of stars. 

May sits on the couch and pats the space beside her invitingly. Peter doesn’t even bother to remove his mask as he trips over and topples gracelessly onto the cushions, letting the back of his head nestle into one of May’s thighs with a groan. The mask slips free and then a hand settles into his curls, teasing out the knots and smoothing the tangles in slow, methodical strokes. 

They sit in silence for a little while, their breathing eventually falling into matching inhales and exhales as they gaze up at the mock night sky above, until Peter tilts his gaze to look at May properly.

"Been a while since we built a fort, huh?" she says. "Remember when it fell down on you and Ned during the night and Ned nearly had a fit trying to dig himself out?"

Peter smiles as the image of a younger Ned squawking in surprised fright comes to mind. 

"I used to do this all the time when you were little," May goes on, tugging at a particularly troublesome curl. "It was like having a pet cat. You’d lie there for ages and just let me stroke your hair, hardly moving except to nudge me when I stopped."

Peter’s smile grows, the memory washing warmly over him. "Except for that time when I got gum in it."

"Oh, god," May laughs brightly, "don’t remind me. Watching Ben shave your head was one of the most traumatic moments of my life."

The sharp tug from earlier returns, but it’s harsher and fiercer now, pulling between his ribs and tying itself tightly into his chest. May seems to sense it because her free hand comes to rest upon his forehead. 

"Talk to me, baby. I know it’s not nightmares, you don’t sleep long enough to have any. Tell me what’s going on with you."

Peter opens his mouth, barely forms a word on his tongue before May cuts him off. "And don’t even think about trying to tell me that you’re fine," she says firmly, leaving him gaping dumbly up at her for a moment. 

"This isn’t the first time I’ve struggled sleeping," he tries weakly. 

"No, but it’s definitely the longest time you’ve struggled with it. I’m worried, honey. You’re starting to resemble a raccoon. A very cute raccoon," May says, rubbing her thumb across the space between his brows, "but unless you’re about to rebrand yourself as Raccoon Boy, I need to tell you that this isn’t a good look for you."

"Say raccoon again."

"I’m serious, Peter. You haven’t been like this since...well, for a long time."

Peter feels his chest cave in just as a lump appears in his throat and he sits upright, making May jump with the suddenness of his movement. 

"Peter?"

"Really sweaty," he babbles. "I’m really sweaty, I mean. So I’m just gonna…" he mimes a shower spraying over his head and scurries out of the fort, avoiding May’s sad gaze as he goes. 

The water is cranked up to extra hot and Peter stands beneath it until his skin turns pink and the pain in his chest reduces to a dull ache. 

He falls asleep just before his alarm goes off. 

* * *

"Hey, kid," Tony greets as Peter clambers into the car. "Ready for a fun day of learning?"

"Uh, not really," Peter says with an owlish blink. "Biology test and Spanish class doesn’t exactly scream good time, Mister Stark."

Tony whistles through his teeth as he guns the engine into life. "What is the educational system coming to these days."

Peter hums in response and props himself on the window, closing his eyes to the feel of it rattling softly against his forehead. "Why you here anyway? Where’s Happy?"

"You know, once upon a time you would have lost your shit having me drive you to school."

"Yeah, back when I was trying to impress you and didn’t know about you owning a pair of Iron Man slippers."

"Hey," Tony pokes Peter in the shoulder, earning a slow chuckle, "they were a gift from someone special."

"Happy told me you’re lying about him buying them for you."

Tony curses under his breath and Peter laughs again, nuzzling further into the window, the plush leather of the seat far too alluring for someone functioning on a measly two hours of sleep. He senses Tony’s gaze on him, quick glances every few minutes that he knows are warm and thoughtful without having to look. 

"What are you feeling for dinner?"

Peter opens his eyes at that and shifts to look at Tony. 

"I had breakfast like twenty minutes ago, Mister Stark. "

"What’s that got to do with dinner?" Tony says, waving an impatient hand. "What do you fancy?"

Peter slumps back in the seat, fiddling with his sleeves as he considers his options. The lack of sleep has played havoc with his appetite lately, leaving him wedged in an uncomfortable spot between ravenous and lacking any sort of desire to eat a thing. Even May’s mac and cheese with cut up pieces of ham, the only meal within her disastrous cooking repertoire that he actually likes, had done nothing to tickle his taste buds as he valiantly shovelled away a few bites last night. 

"C’mon, kiddo, there’s gotta be something your mutant metabolism is craving."

He feels himself smile at a sudden flash of memory, one of Tony’s face as he chewed on May’s only other ‘speciality’. "Remember when May made Hamburger Helper? The Philly cheesesteak flavour one?"

" _That_ was Philly cheesesteak flavour?" Tony says, eyebrows lifting high and lip curling slightly with disgust. "I don’t care if that’s what you fancy, bud, I feel like I would be liable for child endangerment if I let you eat that monstrosity again."

"It’s not that bad. You know, if you wash it down with some juice."

"So that’s what you want? Philly cheesesteak?"

"Not that…" Peter says, eyes zeroing in on a familiar fast food joint now passing by the window. His stomach rumbles loudly to accompany his declaration of "but pizza might be good."

Tony snaps his fingers approvingly. 

"I know a great little place."

One bogus phone call to the school, a resigned sigh from May, a few snatches of sleep and several hours on Tony’s jet later, the two of them are tucked around a table outside a restaurant in the middle of the _Piazza Duomo_ , an impossibly large pizza resting between them amongst pots of mixed olives and glasses of fresh orange juice.

"Don’t tell Rhodey we came here by the way," Tony says as he pops a black olive into his mouth with a flick of his wrist, "He loves Italy and Amalfi is one of his favourite places. Took him here," he nods at the bustling trattoria where inside a group of waiters are huddling together with a guitar and a couple of tambourines, "one summer during college and he’s never eaten spaghetti allo scoglio anywhere else."

Peter nods obediently, far too interested in the size of the slice he’s holding up towards his mouth. Tony smirks at his wide-eyed expression and gives him a nod. "Get on with it, kid."

An explosion of flavour hits Peter’s tongue as he takes a curious bite; a perfect medley of tastes that has him groaning rather obscenely around his mouthful. Tony’s grin is proud, indulgent and soft and Peter manages to roll his eyes whilst cramming more of the slice into his mouth. 

"Hey hey hey," Tony smacks him on the arm with a breadstick, "this isn’t some deep dish rubbery crap from _Mamma Mia Pizzeria_. Give it the respect it deserves."

"I am," Peter garbles, groaning again at the sheer wonderfulness. He swallows and sighs loudly, a sauce smeared smile covering his face. "This is the best thing I’ve ever eaten, Mister Stark."

Tony takes a rather smug sip of his orange juice as the waiters burst into a lively rendition of some Italian song that Peter vaguely recognises. He shifts his chair round to sit beside Tony, making his way through slice after slice as they watch the waiters sing and people dance between tables, Tony’s arm a comforting weight just behind Peter’s back the entire time. 

The chest deep ache that he felt that night talking to Maty returns as he lifts his head to glance up at the sky, awash with more stars than he’s ever seen in his life, even when covered with the hazy glow of light from the buildings around them. It leaves Peter with a small sense of melancholy that flutters behind his ribs, somehow shrinking him down amongst the atmosphere, just a blip of existence on a much grander canvas. 

"Feeling tired, bud?"

Peter blinks back into the moment just in time to see the waiters spilling out into the plaza, a trail of customers eagerly dancing along behind them. Tony’s watching him curiously, half a breadstick poking out from between his teeth like a cigar, and Peter smiles, the feeling dissipating with another bite of pizza and the crowd singing _"That’s amore!"_ at the top of their lungs. 

"You’re kidding, right?"

Tony pointedly sections off another slice. "Best get working on that food coma then."

More pizza and copious amounts of ice cream served as a shared sundae that he and Tony do battle over with spoons does indeed lead to a food coma, one that leaves Peter sprawled out in his seat on the return flight, teetering on the cusp of falling asleep but somehow not quite making it over to the other side. 

Tony snores all the way home. 

* * *

The sleepover that takes place the following Friday is impromptu, but the team, recovering from a particularly arduous three day mission involving an irritable horde of mutated birds in Argentina, embraces it gladly with an enthusiasm that Peter quickly gets caught up in despite the chill of tiredness clinging to every inch of him. 

There’s food spread out all over the place when he arrives; bags of chips on the floor, bowls of popcorn balancing on pillows, boxes of pizza in the kitchen and the unmistakable smell of brownies baking in the oven. A classic episode of Star Trek is playing on the television and the majority of the team is spread out across the couches and armchairs beneath a collection of blankets. 

Fairly typical for a night in with the Avengers, Nat’s sprained arm and Steve’s fading black eye notwithstanding. 

What adds a layer of unusual to the whole thing is that everyone is in pajamas. 

Themed pajamas. 

Peter rubs a hand over his bashful smile as Tony grins playfully at him. "So, what do you think, kid?"

Tony does a little twirl, arms spread wide to show off every angle of the Spider-Man onesie he’s wearing, along with the infamous Iron Man slippers. "Admittedly it’s not as fetching as your get up, but I like to think I pull it off quite well."

"Thought you didn’t wear pajamas, Mister Stark."

"What gave you that idea?"

"You did!" Peter laughs. "I’ve seen you in suits, jeans and sweatpants but never pajamas. And you called me a teenage cesspit when I was wearing my Star Wars pajama pants a few weeks back, remember?" 

"That’s because they were practically stained luminous orange with Cheeto dust, kid. Those things are a health hazard." Tony waves a hand dismissively. "Anyway, let’s focus on the now instead of the before, yeah? And right now, you’re wearing a Hello Kitty onesie and I must take pictures."

Peter leaps away just as Tony pulls out his phone and scurries over to join the others, giving Rhodey a smile when the man offers him one of the bowls of popcorn. 

"I still don’t quite understand the concept of these ‘pajamas,’ Thor says thoughtfully, plucking at his rather tight fitting t-shirt, making the image of the Hulk’s face stretch out. "On Asgard, everyone sleeps bare."

"Yeah, buddy," Tony claps him on the back, "you already treated us to that delightful aspect of your culture."

Steve chuckles into his drink, looking a little pained at the memory.

The evening passes by pleasantly, full of all the typical bickering and fond camaraderie that Peter knows so well by now. They plough through the food in record time, leading to a raid on the freezer and various tubs of ice cream being passed around. Peter assists Tony in making several batches of virgin strawberry daiquiris, sneaking taster slurps while he scoops warm cookie dough into a bowl and slathers it with chocolate sauce. 

"What is it with you and sweater paws," Tony gripes, tugging on Peter’s sleeve where it covers his fingers. 

"Spiders have paws," Peter shrugs. "I mean, technically they’re called claw tufts, but paws work too. There’s something like over half a million tiny stands of fur sticking out of them."

"Interesting," Tony says, looking mildly disturbed. "I feel the need to remind you that you are in fact still a human and not an actual spider."

"I’ll remember that the next time you call me spider-baby," Peter grins, twitching away as Tony tries to prod him with the end of a spoon. 

_"Boss,"_ FRIDAY cuts in, _"Dum-E is making his way up to you in the elevator."_

"He’s what?" Tony chokes, nearly inhaling the straw clutched between his teeth. "Why? How?"

_"The Release the Hounds protocol was activated."_

"By wh - " Tony levels a glare over at the couches and marches over towards a cackling Rhodey while Peter goes to greet Dum-E as the bot rolls into the room. 

"Hey buddy," he says, patting Dum-E’s claw, receiving a quiet beep in response. "You wanna help me?"

The bot clacks his pincers and follows Peter into the kitchen, dutifully holding the bowl of cookie dough while Peter pours the daiquiri mixture into some jugs, throws in some straws and carries them back over to where Tony and Rhodey are swatting each other with pillows while the others ignore them in favour of the television. 

"I mean, look at him!" Tony is yelling, gesturing at Dum-E. "Appearing like some metal boogeyman of my nightmares."

"There’s no such thing as the boogeyman," Peter says as he passes the jugs out. 

"You won’t be saying that when he comes for you during the night to steal your toes."

Peter rolls his eyes and falls back onto the couch with a yawn. He practically feels Tony lock in on the reflex and keeps their gazes from meeting by turning to take the bowl of cookie dough from Dum-E. 

"You have beings here that steal toes?" Thor asks, sounding rather perturbed. 

"He’s just kidding, Thor," Bruce promises. 

"No, I’m not," Tony replies, clearly hellbent on getting revenge of some kind on anybody for Dum-E’s escape from the lab. "The boogeyman is real, isn’t he, honeybear?"

"Oh, sure," Rhodey says, "if you call yourself hiding under my bed at college and screeching like a banshee whilst drunk one night as definitive proof of the boogeyman."

"I told you before, that wasn’t me."

"Does this man of boogey posses much fighting skill?"

"There’s no boogeyman!" Steve laughs exasperatedly. 

Dum-E, who had been inspecting one of the abandoned bowls of popcorn with curious clicks of his claw, suddenly lurches upright and leans over towards Tony with a drawn out trill. 

"No, Dum-E, there’s no – you don’t even know what a boogeyman is!"

The bot continues to shift closer to Tony, wheels rolling unsuccessfully against the side of the couch, and beeps loudly.

"Hey, hey, Rover!" Tony barks, ducking away. "What do I look like? Santa? You’re not sitting on me!"

Peter loses it then and dissolves into a fit of laughter that makes him shake from head to toe. He’s not even sure what exactly he finds funny out of the mess of ridiculousness of the last five minutes, but that does nothing to stop the hysterics that leave him breathless and wheezing, tears streaming down his face. 

Everybody else is laughing too, but it’s half-hearted, almost awkward. Peter suddenly remembers the paragraph about the laughing stage in one of May’s pamphlets, how the body changes the normal mix of chemicals and hormones in an attempt to fight off extreme tiredness, leading to uncontrollable fits of laughter. He wills the memory to make him stop but it doesn’t help and he scrambles off the couch with a gasp, staggering out of the room towards the nearest bathroom. 

The face staring back at him from the mirror is blotchy and wet, pallid with purple shadows framing his eyes. He turns the tap on and splashes his face, rubbing extra hard to try and dispel the gritty feeling beneath his eyelids. 

"Peter?" Tony appears in the doorway. "You okay?"

"Yeah," Peter croaks, "I’m good, Mister Stark, just - "

"We really gotta find a way to crack this, Pete." 

Peter feels the urge to cry, and it shows on his face in the thin set of his mouth and the tremble of his chin. Tony steps forward, placing a hand gently on Peter’s shoulder and squeezing gently. The touch seeps into his weary muscles and Peter slumps forward, hands gripping the edge of the sink. 

"It’s not that bad - "

"Kid," Tony’s voice is patient but firm, "this is me you’re talking to, remember?"

The gaze that Peter meets in the mirror is soft and it takes all the willpower he has to not turn around and throw himself into Tony’s arms. Not because he thinks such a move would be unwelcome, but because he knows that all the buckling barriers keeping him upright will collapse the second Tony holds him. 

Tony’s strong, like the iron of his suits is somehow melded into all that he is, and right now Peter feels as breakable as glass. The hollows around his eyes are brittle like fine china and there’s a throbbing in his head that threatens to rattle his nerves loose like pieces of a jigsaw, and if Tony’s arms go around him now, he knows that he’ll come apart at the seams. 

And he’s far too exhausted to let that happen. 

"I don’t know what to do, Mister Stark."

"I know, bud. We’re not giving up yet though." He squeezes Peter’s shoulder again. "C’mon, let’s go back before Thor eats all that disgusting cookie dough."

"It’s delicious and you know it," Peter replies with a weak smile. 

"Yeah, but my arteries won’t allow it."

They’re nearly bowled over by Dum-E when he sees them come back, prompting Tony to try and manhandle him into the elevator. 

"Oh, pipe down, Skynet," he grunts as Dum-E twists around with a sharp trill. "I’ll oil your joints tomorrow to make up for it, alright? Now go flirt with the blender or something."

Peter tucks himself back onto the couch, accepting the blanket that Rhodey offers him with a small smile, and steadily chews his way through the cookie dough while episode after episode of Star Trek plays, the boisterous commentary of the team eventually falling silent as they drift off one by one until it’s just Peter and Tony left awake. 

They don’t talk much, only the odd comment here and there. Peter wonders how much coffee Tony has consumed in order to keep him company, but he can’t pretend that he’s not glad for the company. 

It’s well past dawn when his eyes finally close. 

* * *

It goes on for a while after that and, like usual, Tony comes at the problem with everything he’s got. 

There’s a team outing to the movies to watch a Star Wars marathon, resulting in many popcorn fights and trampling of feet in trips to the restroom before almost everyone dozes off in their seats, leaving Peter and a captivated Thor to share the remaining snacks as they watch Luke and Vader duel it out one final time. 

Late night bowling comes a few days later which leaves a tired Happy glaring at the scoreboard after he loses miserably to Peter’s perfect score. 

Then there’s game night, an event where all out war is nearly declared over Mario Kart and the coffee table somehow breaks in half, along with one of Clint’s fingers. 

Tony tries more relaxing options too. He takes Peter to the aquarium where they sit shoulder to shoulder for hours, watching the sharks swirl overheard and the octopus that peeks out to wave at them every so often. He foots the bill for a spa day that sees Peter sprawled lazily on a lilo, MJ wearing her Doc Martens by the pool as she sketches his ‘obvious crisis’ and Ned snoozing on a lounger with cucumber pieces and green goo on his face. 

Peter catches bits of sleep here and there, dozing in the back of the car on the way to the compound or using Ned’s shoulder as a pillow again. If he’s lucky, he’ll get an hour or so in his bed. He drifts through each day with a wide-eyed alertness that only comes from frazzled nerves and insatiable weariness, and though his body feels more than willing to crumple into a heap and stay there, everything else refuses to cooperate or give in. 

And then, on a dark night where heavy winds lash rain against the windows of the tower in shimmering sheets, the problem finally makes itself known. 

Sitting in the medbay with his left leg propped up on a pillow, showing off the gigantic line of stitches down one side, Peter peers thoughtfully at the cards in his hands. 

"Got any sixes?"

Tony shakes his head. "Go fish.'' 

Peter squints suspiciously at Tony while he reaches over to grab a new card. Tony’s mouth quirks to the side but he gives nothing away. 

"Any fours?"

"Go fish."

Peter waits until Tony’s attention is back on his cards, then slowly inches his hand towards his leg. His fingers barely brush the rolled up cuff of his sweatpants before Tony cuts in with a sharp, "Don’t even think about it, kiddo."

"It itches!" Peter complains, falling back into his pillows in defeat.

"That’s what happens while you wait for your skin to knit back together," Tony says. "Just be glad that it was only a flesh wound. I dread to think how you’d be faring right now with a broken bone."

Peter sighs loudly. He knows Tony’s right but he can’t shake the frustration he feels. His healing ability always suffers when he’s run down or lacking in food or sleep, and right now it might as well be non-existent for all the good it’s doing him and the pain in his leg. 

And it’s yet another reminder of how tired he is.

He’d been tempted to ask Tony for the super strength stuff that only gets dished out in emergencies on account of just how strong it is, but the idea of an artificial sleep, one induced by medicine and not of his own accord makes him decide against doing so.

It’s a stubborn decision, bordering on self-sabotaging, but Peter can’t bring himself to admit defeat and change his mind. 

All he wants to do is just close his eyes and go to sleep. 

Instead, he takes another peek at his cards, deliberately taking his time when he feels Tony watching him impatiently. 

"C’mon, kid," Tony says. "You know I don’t play games at sloth speed."

"Ew, don’t talk about sloths, Mister Stark."

"Why?" Tony asks, face creasing in bemusement. 

"’Cause they’re creepy, that’s why! They’ve got those long claws and really sinister looking faces," Peter says with a shudder. "Have you ever seen one of them move? It’s so weird."

"So when Slothman attacks Queens, should I rule out giving you a call?"

"There’s a Slothman?"

"You don’t believe there’s a boogeyman but you’re willing to believe in the existence of Slothman?"

"Mister Stark, there’s a dude with multiple mechanical arms going around calling himself Doc Ock, what else am I gonna think?"

Tony laughs, and it’s Peter’s favourite of all Tony’s laughs; the one where his head tips to the side and his mouth opens in a bright, gleeful cackle that somehow turns any room a happy kind of warm. 

It hits Peter then, the realisation whammying him with all the force of a train.

"I can’t remember Ben’s laugh."

Tony immediately sobers, meeting Peter’s gaze with rapt attention, holding steady as Peter draws in a few sharp breaths. 

"I mean...I know I’ve got videos of him on one of my old phones somewhere but I - I should be able to remember without looking at them."

"Peter - "

"And a laugh is a pretty big thing, right? Everyone laughs," Peter makes a mirthless little noise to try and emphasise the point, "so it shouldn’t be hard to forget. Ben laughed a lot, ‘cause he was a happy guy, so how can I forget something like that? _How can I_?"

The question bursts out of him with such venom that Tony jumps, but his eyes never leave Peter’s face. Peter has to look away, because he can feel himself cracking wide open, exposing emotions that are as taught and thin as violin strings, trembling in octaves of exhaustion and a sadness he’s clearly been ignoring for far too long. 

Tony gathers up the cards, sets them on the bedside table, and then drops his hand onto Peter’s forearm. "Okay, bud, big talk time.”

He gently gives Peter an encouraging shake, a silent command for Peter to look at him, but Peter keeps his gaze down, choosing to stare intensely at the border of pink skin surrounding his stitches. 

"May told me that it was the second anniversary of Ben’s passing two months ago," Tony eventually says, gentleness lacing his words, "and that things....didn’t quite go according to plan?"

Guilt swipes across Peter’s skin like multiple nicks of a razor blade. It churns him up inside and he wonders how he possibly went so long without realising that this, this whole god awful wretched thing, was what had been keeping him up night after night. 

"We - we knew it was coming," he says quietly. "Had this whole plan to go sit down at the cemetery, go for a walk to the cafe Ben used to like buying cakes from, watch his favourite movie. Then I had that thing with that crazy lizard guy trying to bite people in Rockefeller Centre, May was working extra shifts and we just...I didn’t even realise until the next evening and that’s only ‘cause I found May crying in the kitchen about it when I came home."

Tony tugs him forward and he goes willingly, letting his forehead knock into Tony’s collarbone. A warm hand peppered with callouses cups the back of his neck and a thumb softly strokes the space just behind his ear. 

"I miss him all the time, Mister Stark. How did I forget?"

"You’ve answered your own question there, Underoos. You do something all the time, you get used to it. Grief is no different." Tony’s thumb taps firmly against his skin. "And you didn’t forget, you got distracted. A very understandable and human thing to do."

"That’s the same thing - "

"It really isn’t, kiddo."

Peter huffs out an irritated sigh, the anger prickling inside of him like thorns on a rose bush, yet he can’t bring himself to pull away from Tony. There’s always something so familiar about this kind of comfort, quiet but strong and undeniable, and more than ever Peter wants to latch onto it with all his strength. 

"Do you blame May?" Tony asks.

"What? No, of course not - "

"Then why blame yourself?"

"Because I was there!" Peter hisses through clenched teeth, pushing his forehead harder against Tony’s chest and clenching his hands into fists as he’s overwhelmed, as the door of all that he’s been running from finally bursts open, spewing forth a dark sorrow that makes him shake. "I owe Ben and May everything. I couldn’t save him when he died, Mister Stark, and I can’t even remember him properly when he’s gone."

His breath hitches but he refuses to let the tears in his eyes fall. Instead, he focuses on the steady _thump - thump, thump - thump_ of Tony’s heart, louder than the usual background beat he hears whenever they’re together. 

"I can’t fully picture my mom’s face in my head," Tony says, the words reverberating gently in his chest. "Y’know, when I let myself think about her."

The comment surprises Peter. He’s heard Tony talk about Howard a few times, causal throwaway remarks that don’t paint a positive picture, but he can’t remember ever hearing anything about Tony’s mother. He shifts his head to the side, a silent move to show that he’s listening. 

"Used to be able to see her clear as day, remember the lines on her face, the exact shade of her eyes. But it didn’t take too long before I needed a physical reminder, and I’m not the sorta guy that spends hours flicking through photo albums."

Peter can hear the bitter regret in Tony’s voice, the sharp undercurrent of aged, enduring pain, and it makes him hurt too. 

"I still remember her perfume though. Her favourite kind of breakfast, the songs she would play on the piano."

Tony’s hand moves to his shoulder and Peter leans back to find himself looking into a face of such raw understanding, somehow fierce and soft at the same time. 

"There’s no rulebook with this sorta thing, kid. You do what you gotta do, you weather it however you can. I didn’t know your uncle but I know enough to say with absolute certainty that he would never hold a thing like this against you."

"But - "

"You said you remember his favourite bakery, his favourite movie. Bet you remember his favourite dinner too."

"Yeah, but - "

"And how he made you feel, do you remember that?"

Loved. That’s how Ben made Peter feel. 

Boundlessly, effortlessly loved.

It’s how May makes him feel every day. 

And Tony too. 

"Y-yeah, I remember."

"Then you haven’t forgotten him, kid. Nowhere near close."

Peter wants to believe Tony so desperately, but there’s gravity in his lungs, holding him down in turbulent waters of doubt and shame. 

"I’m scared that I will, though."

Tony digs out his phone, looks at Peter thoughtfully for a moment, as though trying to decide something, and then nods to himself. His thumb slides over the screen a few times and then he holds it out to Peter. 

Peter takes it slowly, eyes lingering curiously on Tony’s unreadable expression before he looks down at the phone. 

A picture of Ben, curly haired and brightly smiling, looks back at him. 

"The...The Ben Parker Foundation..." Peter reads the words beneath the picture slowly, heart thudding to a standstill, "a charity dedicated to keeping Queens Gun-Clean." 

Fresh tears prickle his eyes and he drops the phone to rub his hands against his face. Tony’s palm resettles against the back of his neck again, and for a few long moments Peter simply tries to breathe through the sharp stinging behind his nose and the pressure in his throat. 

"Y-you set that up?"

"Yeah. Me and your aunt. It’s all a-go, plenty of funding and activity already flowing through it. I’m a trustee, but you and May are totally in charge."

"Me?"

"Of course you," Tony says, ducking his head and pulling Peter’s hands away from his face so that their eyes can meet. "Who else knows how to keep the streets of Queens safe better than you?" He smiles tenderly, Peter’s favourite kind of smile. "I know it’s a not a guarantee or a complete fix, buddy, but May and I figured - _oof!"_

Peter doesn’t mean to grab Tony with such force, but that doesn’t stop him from hugging the man ridiculously tight, fingers bunching folds of hoodie and muscles squeezing intensely. Tony squirms a bit before he’s able to wrap his arms around Peter, holding him back with almost as much intensity. 

"Thank you, Mister Stark."

Tony doesn’t reply, but a quick kiss drops into Peter’s hair. 

The gravity relinquishes its hold and there’s a pleasant kind of looseness in his chest, tender and newly free from the weight he’d been unknowingly carrying around inside. 

But May and Tony knew. 

Peter gently breaks the hug and picks the phone back up, sniffing wetly as he stares at Ben’s face. 

"Thanks," he says again, looking up and smiling when Tony rolls his eyes exaggeratedly. 

"How many times do I have to tell you, kid? You don’t need to thank me. Besides, I can hardly take all the credit. Aunt Hottie is a force of nature. If her and Pepper ever decide to team up, I’m in trouble."

"I like it. I like you and May being friends. Even if it means I get ganged up on."

"Excuse you, I think what you’re referring to is co-parenting," Tony sniffs, a wide grin betraying the haughty tone to his voice. "It takes a village to raise a spider-kid, you know."

Peter rubs a thumb over Ben’s picture. "Lucky for me it’s a pretty good one, then."

Tony’s face goes soft, eyes crinkling in the corners, and he nods before ruffling Peter’s hair. "Yeah."

They go back to their card game, a vibrant tint to their moods made evident in the warmth of their laughter and quiet fondness of their words. 

Peter doesn’t notice it at first, the difference between feeling tired and sleepy, until his eyelids start to droop and his head starts lolling to the sides every few minutes while he waits for Tony to take his turn. It’s a safe, warm kind of feeling, something familiar and alluring in the way it curls around his senses like liquid smoke. 

He pointedly ignores Tony’s smirk as he settles back against his pillows, tugging the blankets carefully over his leg and around himself like a cocoon. 

"You’re not gonna make this super weird and watch me sleep, are you."

"As if," Tony says, folding his arms and slouching down in his chair. "You look like a slobbery koala when you sleep. It’s quite disturbing."

"You’ve never seen a slobbery koala," Peter mumbles, nuzzling his head into a comfier position. "At least I don’t snore."

"Don’t make me get Slothman."

Peter slurs out a ''shhhh,'' and flaps a hand out until it catches Tony on the shoulder, sliding uselessly down Tony’s arm as he finally, _finally,_ starts to drift off. 

"Love you too, bud,'' Tony says gently, and that's all Peter remembers as he slips into a warm, inviting darkness. 

He can’t quite tell how long he’s out for, but Tony’s voice filters through sometime later, smiling and warm. "Pete. Peeeete. You wanna get up anytime soon, kid?"

"Uh uh," Peter slurs. A hand trails through his curls, a delicate scratch of manicured nails sending a warm buzz down his back. He cracks open an eye and turns his head to peer upwards, smiling dopily when Tony and May come into focus. 

"S’time?"

"A little after ten," May says, leaning down to kiss his forehead. 

"You’ve been asleep for six hours," Tony tells him, hearing the unspoken question just as Peter’s woozy mind thinks of it. "So we thought we’d check in, make sure you aren’t in danger of your stomach eating itself after not being fed for so long."

A loud rumble meets Peter’s ears and he laughs sheepishly while Tony gives him a knowing look. 

The wound on his leg hasn’t quite healed up, but it’s no longer painful and is itching even more, a typical sign of recovery, so Peter doesn’t need much assistance in getting out of bed and following May and Tony up to the penthouse. It’s quiet, but the evidence of a hearty breakfast lingers in the form of eggshell fragments and the mouthwatering perfume of bacon. 

"Bunch of ingrates," Tony mutters as he starts rooting around in the fridge, "coming up here and eating my food when they’ve got their own kitchens…" He eyes May warily when she offers to help, and then retreats with a snicker when she whacks him with a small towel. 

Peter watches them fondly from where he sits at the counter, chin propped on his hand and grinning freely as their friendly bickering fills the room, mixing in with the post-storm sunshine streaming in through the windows and painting everything bright. 

There’s no filling the void left behind by Ben, nor is there any way to stop the encroaching reach of time against what remains. Peter thinks of what he does remember and it’s more than he’d let himself originally believe. 

Sitting on Ben’s shoulders, how he always looked fixing his tie in the morning, the distinct rattle of his keys in the door. His strong hugs, his collection of soft flannel shirts, the way he’d always leave his spoon in the sink after making a cup of coffee. 

Little details, little moments just like the one playing out in front of him right now, seemingly insignificant for how ordinary they are, but precious all the same. 

Peter meets May’s gaze when she looks over at him, sees the understanding there, and feels the last, tiny, lingering knot in his chest come undone. 

Plate upon plate of food is set in front of him and he devours every one heartily. He must still look exhausted however, as May cups his cheek when she sits down with her own plate. 

"You wanna head back to bed for a bit?" she asks, running her fingers once through his hair. 

"No," Peter says after a minute, popping a strawberry into his mouth. "I’m good right now."

They eventually make camp in the living room, settling in for a lazy day, and Peter lasts for another four hours before the allure of the couch becomes too much. There’s no fuss in his movements, just a simple shifting of limbs until he’s on his side with a cushion tucked beneath his head and one of Tony’s stolen hoodies draped over him like a blanket. 

"I don’t want to see those eyes open for at least five hours," Tony says, pointing a finger. "Or no pizza for you."

"So lame," Peter retorts, giving May a smile when she winks at him and then closing his eyes with a sigh. 

He whispers a silent goodnight to Ben, a form of promise to remember as best he can, to treasure the little details that remain, to never truly forget. 

As Peter drifts off, a voice follows him into the dark; a cross between a memory and a dream, a unique kind of lullaby that belongs to only him and one other person.

_G’night, Petey._

He sleeps, and he sleeps, and when he wakes up again, the room is softly lit and he can hear the sound of May and Tony talking and laughing somewhere close by. 

The tide of inner turmoil is finally a calm sea, the world seems a whole lot brighter, and for the first time in a long time, Peter doesn’t feel tired at all. 

**Author's Note:**

> Will I ever find a way to end fics without Peter recovering from injuries and having an emotional moment with Tony? Probably not! And yes I totally stole the flying to Italy moment from Friends. I have actually been to the place described a few times and writing that scene made me sooo hungry. 
> 
> Thanks for reading! Hope you enjoyed <3


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